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Metals One Plc completed the acquisition of an initial 10% interest in NovaCore Exploration Inc. for US$300,000 via a share subscription and received warrants to acquire a further 20%, with tranches expiring on 30 September and 30 November 2025. Separately, Metals One will issue 15,000,000 ordinary shares to its Employee Benefits Trust at £0.001 each and announced the exercise of 19,450,000 cash warrants at 2 pence per share and 34,250,000 pre-paid warrants. Following these admissions by 24 July 2025, Metals One's total issued share capital will consist of 368,147,750 ordinary shares.
| Date | 18 Jul 2025 |
| Time | 07:00:08 |
| Category | Corporate updates |
| ID | 5761R |
18 July 2025
Metals One Plc
("Metals One" or the "Company")
Acquisition of Interest in Uranium Venture, USA,
Issue of Equity
&
TVR
Strategic Expansion of U.S. Uranium Portfolio
Initial Interest Acquired in New Mexico Uranium Venture with Option to Increase
Metals One Plc (AIM: MET1), a minerals exploration and development company, is pleased to announce that it has completed the acquisition of an initial 10% interest in NovaCore Exploration Inc. ("NovaCore"), a private U.S.-based company advancing the large-scale Red Basin Uranium Project in Catron County, New Mexico. The Company has also been granted warrants to increase its ownership to 30% on terms detailed below.
This strategic investment further supports Metals One's U.S. uranium expansion strategy, adding a third exploration-stage asset to the Company's growing portfolio, which includes the Squaw Creek (Wyoming) and Uravan (Colorado) Projects.
Highlights
· Large-Scale Uranium Target Identified: NovaCore holds ~15,000 acres in the Red Basin Uranium District of New Mexico, where historical U.S. Department of Energy assessments and recent radiometric surveys suggest the potential for 40 million pounds of U₃O₈.
· Initial 10% Acquired: Metals One has acquired 10% of NovaCore via a share subscription totalling US$300,000. The Company has also been issued two tranches of warrants to acquire an additional 10% each (20% in aggregate) on terms outlined below.
· Advancing Work Programme: NovaCore has completed land staking, radiometric and geophysical surveys, and is advancing permitting and environmental studies to support drilling by year-end 2025.
Project Overview
The Red Basin Uranium Project is located near Pie Town, within New Mexico's prolific Datil Mountains - Red Basin uranium belt. The area hosts historical uranium roll-front mineralisation across the Baca and Crevasse Canyon formations.
More recently, NovaCore's gamma spectrometry surveys have identified multiple uranium-rich zones, with 10-11 potential clusters identified across the surveyed area.
The area has road access, a known permitting regime, and favourable geology with structural and geophysical targets that remain largely undrilled below 400 feet.
NovaCore's board of directors include Neil Herbert (Founder & Chairman) and Douglas Christopherson (Founder& Technical Advisor) both of whom played key roles in the management of AIM and TSX listed Uramin Inc. which was sold for US$2.5 billion.
Next Steps
· Completion of NovaCore's permitting and environmental baseline work under the National Environmental Policy Act (NEPA).
· Target definition and drill pad placement.
· Initial drilling planned for late 2025.
· Warrant assessment and possible exercise to increase ownership to 30%.
Transaction Structure
The Company has agreed to subscribe for 511,476 new ordinary shares in NovaCore at a price of $0.587 per share, for an aggregate subscription price of $300,000 ("the Subscription"). The Subscription amounts to 10% of the enlarged issued capital of NovaCore. Pursuant to the terms of the subscription, whilst Metals One holds 10% or more of the issued share capital of NovaCore it will have the right to appoint one director to the board of NovaCore. Furthermore, Metals One has been granted warrants in two tranches to acquire up to a further 20% of the enlarged share capital of NovaCore as follows:
· Warrant Tranche 1 - to subscribe for 639,273 shares in NovaCore at US$0.587 per share ("the Exercise Price") for an aggregate exercise price of approximately US$374,000 for cash or the issue of ordinary shares in Metals One at a price equivalent to the 30 day VWAP. Warrant Tranche 1 expires on 30 September 2025 and represents 10% of the enlarged share capital at the time of exercise; and
· Warrant Tranche 2 - to subscribe for 822,380 shares in NovaCore at US$0.587 per share ("the Exercise Price") for an aggregate exercise price of approximately US$482,000 for cash or the issue of ordinary shares in Metals One at a price equivalent to the 60 day VWAP. Warrant Tranche 2 expires on 30 November 2025.
The warrants can be settled by cash or shares at the Company's election.
Issue Of Equity & Warrant Exercise
The Company intends to issue and allot 15,000,000 ordinary shares in the Company ("EBT Shares") to the Employee Benefits Trust ("EBT") at a price per share of £0.001 being the Company's nominal share value, which is equivalent to ~5% of the current issued ordinary share capital of the Company. These ordinary shares shall be held in the EBT on trust pending transfer upon the vesting (or exercise, as the case may be) of awards granted, and for such other purposes relating to the ongoing recruitment, retention and incentivisation of employees as may be recommended by the Company from time to time (subject to the approval of the Remuneration Committee). The total shares issued to the EBT now totals 18,127,750 following the 3,127,750 (post share consolidation) issued in January 2024 as disclosed as part of the IPO process.
Furthermore, the Company also announces it has received notice of the exercise of Cash Warrants, issued pursuant to the Equity Fundraise announced on 31 January 2025, over a total of 19,450,000 ordinary shares in the Company at 2 pence per share and the exercise of 34,250,000 pre-paid warrants (the "Warrant Shares").
Admissions of Shares
Application has also been made for the admission of the Warrant Shares to trading on AIM pursuant to the authorities approved by shareholders at the General Meeting on 25 March 2025. The Warrant Shares will rank pari passu with the existing ordinary shares and it is expected that Admission will become effective at 8.00 a.m. on 21 July 2025.
Application has been made for the admission of the EBT Shares to trading on AIM. The EBT Shares will rank pari passu with the existing ordinary shares and it is expected that Admission will become effective at 8.00 a.m. on 24 July 2025.
Following the issue of the Warrant Shares and the EBT Shares, the Company's issued share capital will consist of 368,147,750 ordinary shares with voting rights. Metals One does not hold any ordinary shares in treasury. This figure of 368,147,750 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they require to notify their interest in, or a change to their interest in, the share capital of the Company under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Craig Moulton, Chairman of Metals One, commented:
"This investment in NovaCore provides Metals One with access to one of the most prospective yet underexplored uranium districts in the western U.S. Our technical team is impressed with the systematic approach NovaCore has taken in combining historical data with modern surveys to define large-scale, high-impact targets. We view this as a low-cost entry into a district that has the potential to host a future uranium resource of national importance.
This transaction follows the Company's recently announced progress at its Squaw Creek (Wyoming) and Uravan (Colorado) projects and underscores Metals One's commitment to building a high-quality uranium portfolio focused on supply-constrained, energy-secure jurisdictions.
It has been a busy period of project acquisition and fieldwork following the financing earlier this year. The efforts of the team in achieving this transformation is not lost on the Board and we hope to partially incentivise and retain these key personnel by issuing awards via the EBT in the years ahead."
Enquiries:
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Metals One Plc Jonathan Owen, Chief Executive Officer Craig Moulton, Chairman |
+44 (0)20 7981 2576
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Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish |
+44 (0)20 7628 3396 |
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Capital Plus Partners Limited (Joint Broker) Jonathan Critchley |
+44 (0)207 432 0501 |
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Vigo Consulting (UK Investor Relations) Ben Simons / Kendall Hill / Anna Stacey |
+44 (0)20 7390 0230 |
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Fairfax Partners Inc (North America Investor Relations)
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+1 604 366 6277 |
About Metals One
Metals One is pursuing a strategic portfolio of critical and precious metals projects* in low-risk jurisdictions, underpinned by the Western World's urgent need for reliably and responsibly sourced raw materials, and record high gold prices.
Our commodity exposure* includes gold, uranium, vanadium, copper, nickel, cobalt, zinc, and platinum group metals.
Our most advanced project is the Black Schist Project in Finland with a 57.1 Mt nickel-copper-cobalt-zinc JORC Inferred Resource adjacent to one of Europe's largest nickel producers.
Our project portfolio* spans the USA, Finland and Norway.
Metals One's shares are listed on the London Stock Exchange's AIM Market (MET1).
*Includes projects for which acquisition terms have been agreed pending completion.
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Market Abuse Regulation (MAR) Disclosure
The information set out below is provided in accordance with the requirements of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR').
Nominated Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.